Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 29, 2022 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Restatement of Financials | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-22744 | ||
Entity Registrant Name | NUNZIA PHARMACEUTICAL COMPANY | ||
Entity Central Index Key | 0000886093 | ||
Entity Tax Identification Number | 87-0442090 | ||
Entity Incorporation, State or Country Code | UT | ||
Entity Address, Address Line One | 1627 West 14th Street | ||
Entity Address, City or Town | Long Beach | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90813 | ||
City Area Code | 714 | ||
Local Phone Number | 609-9117 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 78,580,000 | ||
Entity Common Stock, Shares Outstanding | 434,119,578 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO | ||
Auditor Firm ID | 5041 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 0 | $ 0 |
Prepaid expenses | 0 | 0 |
Total current assets | 0 | 0 |
Investment in related party | 0 | 0 |
Total assets | 0 | 0 |
Current liabilities | ||
Accounts payable and accrued liabilities | 25,868 | 21,333 |
Related party advances | 10,536 | 1,242 |
Total current liabilities | 36,404 | 22,575 |
Notes Payable | 23,000 | 0 |
Total Liabilities | 59,404 | 22,575 |
Stockholders' deficit | ||
Common stock payable | 9,040,400 | 50,000 |
Additional paid-in capital | 92,006,134 | 26,886 |
Retained deficit | (101,350,359) | (334,032) |
Total stockholders' deficit | (59,404) | (22,575) |
Total liabilities and stockholders' deficit | 0 | 0 |
Common Class A [Member] | ||
Stockholders' deficit | ||
Common Stock, Value, Issued | 244,370 | 234,520 |
Common Class B [Member] | ||
Stockholders' deficit | ||
Common Stock, Value, Issued | $ 51 | $ 51 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 244,369,578 | 234,519,578 |
Common Stock, Shares, Outstanding | 244,369,578 | 234,519,578 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000 | 100,000 |
Common Stock, Shares, Issued | 51,000 | 51,000 |
Common Stock, Shares, Outstanding | 51,000 | 51,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating expense | ||
General and administrative | 39,327 | 33,635 |
Total operating expense | 39,327 | 33,635 |
Loss from operations | (39,327) | (33,635) |
Other income (expense) | ||
Financing Costs | (91,977,000) | 0 |
Loss on related party transfer of intangible assets | (9,000,000) | 0 |
Total other income (expense) | (100,977,000) | 0 |
Net loss | $ (101,016,327) | $ (33,635) |
Basic and Diluted Loss per Common Share | $ (0.35) | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 284,893,181 | 252,528,960 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Class A Common Stock [Member] | Class B Common Stock [Member] | Common Stock Payable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2018 | $ 200,022 | $ 51 | $ 50,000 | $ (243,643) | $ (300,397) | $ (293,977) |
Equity Balance, Shares at Dec. 31, 2018 | 200,022,035 | 51,000 | ||||
Cancellation of returned class A common shares | $ (2) | 2 | ||||
Cancellation of returned class A common shares | (2,457) | |||||
Common stock issued in Merger with Cal-Biotech used to reduce related party liabilities | 156,657 | 156,657 | ||||
Common stock issued to settle outstanding liabilities | $ 34,500 | 110,070 | 144,570 | |||
Common stock issued to settle outstanding liabilities | 34,500,000 | |||||
Cal-Biotech net loss | 3,800 | (3,800) | ||||
Net loss | (33,635) | (33,635) | ||||
Ending balance, value at Dec. 31, 2019 | $ 234,520 | $ 51 | 50,000 | 26,886 | (337,832) | (26,385) |
Shares, Outstanding, Ending Balance at Dec. 31, 2019 | 234,519,578 | 51,000 | ||||
Net loss | (101,016,327) | (101,016,327) | ||||
Common stock issued for services | $ 250 | 2,248 | 2,498 | |||
Common stock issued for services | 250,000 | |||||
Merger shares issued | $ 9,600 | (9,600) | ||||
Merger shares issued | 9,600,000 | |||||
Common stock to issue for license agreement with Michael Mitsunga | 9,000,000 | 9,000,000 | ||||
Equity Component of Convertible Note | 91,977,000 | 91,977,000 | ||||
Ending balance, value at Dec. 31, 2020 | $ 244,370 | $ 51 | $ 9,040,400 | $ 92,006,134 | $ (101,354,159) | $ (63,214) |
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 244,369,578 | 51,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (101,016,327) | $ (33,635) |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Stock based compensation expense | 2,498 | 0 |
Loss on related party transfer of intangible assets | 9,000,000 | 0 |
Finance Costs | 91,977,000 | 0 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses | 0 | 0 |
Increase (decrease) in accounts payable and accrued expenses | 4,535 | 8,643 |
Increase in related party advances | 9,294 | 21,192 |
Net cash flows from operating activities | (23,000) | (3,800) |
Cash flows from financing activities | ||
Proceeds From Convertible Debt | 23,000 | 0 |
Related party paid-in-capital | 0 | 3,800 |
Net cash flows from financing activities | 23,000 | 3,800 |
Change in cash | 0 | 0 |
Cash at beginning of period | 0 | 0 |
Cash at end of period | 0 | 0 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 0 | 0 |
Income taxes paid in cash | 0 | 0 |
Supplemental disclosure of non-cash transactions: | ||
Common stock issued as payment for liabilities | $ 2,498 | $ 0 |
NOTE 1 _ Organization and Going
NOTE 1 – Organization and Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 1 – Organization and Going Concern | NOTE 1 – Organization and Going Concern Organization Nunzia Pharmaceutical Company (the “ Company On October 22, 2017, the Company and Cal-Biotech, Inc. (“ Cal-Biotech MCA 284,500,000 MCA Shares 248,270,000 LionsGate 156,657 36,230,000 144,570 31,650,000 Going Concern The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of December 31, 2020, the Company had an accumulated deficit of $ (101,350,359) In view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon internally generated funds and funds from the sale of shares of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements. |
NOTE 2 _ Summary of Significant
NOTE 2 – Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
NOTE 2 – Summary of Significant Accounting Policies | NOTE 2 – Summary of Significant Accounting Policies Principles of Consolidation These consolidated financial statements presented are those of the Company and its wholly owned subsidiaries, A1 Mining; NIAI Insurance Administrators, Inc. of California; Viking Capital Financial Services, Inc. of Texas; Viking Insurance Services, Inc. of Texas; Viking Systems, Inc. of Texas; Viking Administrators, Inc. of Texas; Viking Capital Ventures, Inc. of Texas; and 60% of Brentwood Re, Ltd. of the Island of Nevis. All subsidiaries have had their charters suspended or revoked and have been inactive for several years. Accounting estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents. Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. During the periods covered by this report, the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis. Fair Value of Financial Instruments The Company’s financial instruments consist of accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation. ASC 718 requires all stock-based payments to directors, employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their fair values. If a stock-based award contains performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date. Net Income (Loss) Per Share The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The Company had no potentially dilutive securities as of December 31, 2020 and 2019. Recent accounting pronouncements not yet adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The adoption of ASU 2019-12 is not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. Recent Adopted Accounting Pronouncements The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements. |
NOTE 3 _ Restatement
NOTE 3 – Restatement | 12 Months Ended |
Dec. 31, 2020 | |
Note 3 Restatement | |
NOTE 3 – Restatement | NOTE 3 – Restatement Schedule of Balance Sheets CONSOLIDATED BALANCE SHEETS As Reported Restatement Adjustments December 31, December 31, ASSETS Current Assets Cash $ – $ – $ – Prepaid expenses – – – Total current assets – – – Investment in related party – – – Total assets $ – $ – $ – LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable and accrued liabilities $ 25,868 $ – $ 25,868 Related party advances 10,536 – 10,536 Total current liabilities 36,404 – 36,404 Commitments and contingencies Notes Payable – 23,000 23,000 Total Liabilities 36,404 – 59,404 Stockholders' deficit See insert below 244,370 – 244,370 Common stock; Class B, $0.001 par value, 100,000 shares authorized, 51,000 shares issued and outstanding at December 31, 2020 and 2019 51 – 51 Common stock payable 9,040,400 – 9,040,400 Additional paid-in capital 29,134 91,977,000 92,006,134 Retained deficit (9,350,359 ) (92,000,000 ) (101,350,359 ) Total stockholders' deficit (36,404 ) – (59,404 ) Total liabilities and stockholders' deficit $ – $ – $ – Schedule of Consolidated Statements of Operations CONSOLIDATED STATEMENTS OF OPERATIONS As Reported Restatement Adjustments December 31, December 31, 2020 Revenue $ – $ – $ – Operating expense General and administrative 16,327 23,000 39,327 Total operating expense 16,327 23,000 39,327 Loss from operations (16,327 ) (23,000 ) (39,327 ) Other income (expense) Financing Costs – (91,977,000 ) (91,977,000 ) Loss on related party transfer of intangible assets (9,000,000 ) – (9,000,000 ) Total other income (expense) (9,000,000 ) (91,977,000 ) (100,977,000 ) Net loss $ (9,016,327 ) $ (92,000,000 ) $ (101,016,327 ) Basic and Diluted Loss per Common Share $ – $ – $ – Weighted average number of common shares outstanding - basic and diluted 284,893,181 – 284,893,181 Schedule of Consolidated Statements of Cash Flows CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED) As Reported Restatement Adjustments December 31, December 31, 2020 Cash flows from operating activities Net loss $ (9,016,327 ) $ (92,000,000 ) $ (101,016,327 ) Adjustments to reconcile net loss to net cash flows from operating activities Stock based compensation expense 2,498 – 2,498 Loss on related party transfer of intangible assets 9,000,000 – 9,000,000 Finance Costs – 91,977,000 91,977,000 Changes in operating assets and liabilities: (Increase) decrease in prepaid expenses – – – Increase (decrease) in accounts payable and accrued expenses 4,535 – 4,535 Increase in related party advances 9,294 – 9,294 Net cash flows from operating activities – (23,000 ) (23,000 ) Cash flows from financing activities Proceeds From Convertible Debt – 23,000 23,000 Related party paid-in-capital – – – Net cash flows from financing activities – 23,000 23,000 Change in cash – – – Cash at beginning of period – – – Cash at end of period $ – $ – $ – Supplemental disclosure of cash flow information: Interest paid in cash $ – $ – $ – Income taxes paid in cash $ – $ – $ – Supplemental disclosure of non-cash transactions: Common stock issued as payment for liabilities $ 2,498 $ – $ 2,498 |
NOTE 4 _ Preferred and Common S
NOTE 4 – Preferred and Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
NOTE 4 – Preferred and Common Stock | NOTE 4 – Preferred and Common Stock Preferred Stock The Company has Preferred stock: $ 1.00 50,000,000 no Common Stock The Company has 51,000 The Company has 1,000,000,000 244,369,578 234,519,578 40,400,000 31,650,000 On December 21, 2020, the Company entered into a License Agreement (the “ License Agreement 3,000,000 9,000,000 9,000,000 On August 16, 2020, the Board issued 9,600,000 9,000,000 On January 15, 2020, the Company issued 250,000 2,498 On December 13, 2019, as part of the Cal-Biotech MCA the Company issued 284,500,000 248,270,000 156,657 On December 4, 2019, the Company affected a 1-for-7,000 126,859,077 19,578 On April 23, 2019, the Board canceled 2,457 The Company has 100,000 51,000 |
NOTE 5 _ Income Taxes
NOTE 5 – Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
NOTE 5 – Income Taxes | NOTE 5 – Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets at December 31, 2020 and 2019 are as follows: Schedule Of Deferred Tax Assets 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 347,861 $ 334,032 Statutory tax rate 21 % 21 % Total deferred tax assets 73,051 70,147 Less: valuation allowance (73,051 ) (70,147 ) Net deferred tax asset $ – $ – A reconciliation between the amount of income tax benefit determined by applying the applicable U.S. statutory income tax rate to pre-tax loss for the years ended December 31, 2020 and 2019 is as follows: Schedule Of Reconciliation Of Provision For Income Taxes 2020 2019 Federal Statutory Rate $ (1,893,429 ) $ (7,063 ) Nondeductible expenses 1,890,525 – Change in allowance on deferred tax assets (2,904 ) (7,063 ) $ – $ – The net increase in the valuation allowance for deferred tax assets was $ 2,904 7,063 For federal income tax purposes, the Company has net U.S. operating loss carry forwards at December 31, 2020 available to offset future federal taxable income, if any, of $ 348,000 The fiscal years 2017 through 2020 remain open to examination by federal authorities and other jurisdictions in which the Company operates. |
NOTE 6 _ Transactions with Rela
NOTE 6 – Transactions with Related Persons | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
NOTE 6 – Transactions with Related Persons | NOTE 6 – Transactions with Related Persons Mr. Mitsunaga made non-interest-bearing advances to the Company totaling $ 4,294 0 LionsGate made non-interest-bearing advances to the Company totaling $ 5,000 21,192 On December 21, 2020, the Company entered into a License Agreement with Michael Mitsunaga, our President and Director. The terms of the Agreement provide the Company with exclusive license to market the UL and FDA approved device under patent No. 6,788,885 B2: IV BLOOD WARMING SYSTEM that is a portable AC-powered warmer designed to preheat intravenous solutions at the point of infusion. The Company agreed to issue 3,000,000 9,000,000 9,000,000 On October 22, 2017, the Company and Cal-Biotech, Inc., a company owned by LionsGate Funding LLC, entered into a Merger and Consolidation Agreement. In anticipation of closing on the MCA, on February 1, 2018, the Board authorized a 7,000:1 reverse stock split, which took effect on December 4, 2019, and amended its articles changing its name to Nunzia Pharmaceutical Company. On December 13, 2020, the Company issued 284,500,000 248,270,000 156,657 36,230,000 144,570 31,650,000 |
NOTE 7 - Merger
NOTE 7 - Merger | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
NOTE 7 - Merger | NOTE 7 - Merger On October 22, 2017, the Company and Cal-Biotech, Inc. entered into the MCA. In anticipation of closing on the MCA, on February 1, 2018, the Board authorized a 7,000:1 reverse stock split, which took effect on December 4, 2019, and amended its articles changing its name to Nunzia Pharmaceutical Corporation. On December 13, 2019, the Company issued 284,500,000 248,270,000 156,657 36,230,000 144,570 Prior to the close of the MCA, LionsGate held a majority beneficial ownership interest in the Company and Cal-Biotech. Thus, due to the common control of the Company and Cal-Biotech, pursuant to ASC 805-50-25, “Transactions Between Entities Under Common Control”, the MCA was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. The predecessor values method of accounting requires the receiving entity (i.e., the Company) to report the results of operations as if both entities had been combined as of the beginning of the periods presented. The consolidated financial statements above include both entities’ full results, including the financial statements of Cal-Biotech since inception on February 7, 2018. The following financial information has been developed by application of pro forma adjustments to the historical financial statements of the Company appearing elsewhere in this Current Report. The unaudited pro forma information gives effect to the Merger which has been assumed to have upon inception of Cal-Biotech. The unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations or financial position of the Company would have been had the transactions described above actually occurred on the dates indicated, nor do they purport to project the financial condition of the Company for any future period or as of any future date. The unaudited pro forma financial information should be read in conjunction with the Company's financial statements and notes thereto included elsewhere in this Current Report. The condensed consolidated pro forma results of operations are as follows: Schedule of Pro Forma Statements of Operations Year Ended December 31, 2019 Year Ended December 31, 2018 From Inception on February 7, 2018 to December 31, 2018 Nunzia Actual Cal-Biotech Actual Pro Forma Nunzia Actual Cal-Biotech Actual Pro Forma Revenue $ – $ – $ – $ – $ – $ – Expenses Selling, general and administrative 29,835 3,800 33,635 18,576 3,200 21,776 Total expenses 29,835 3,800 33,635 18,576 3,200 21,776 Income (loss) from operations (29,835 ) (3,800 ) (33,635 ) (18,576 ) (3,200 ) (21,776 ) Provision for income taxes – – – – – – Net earnings (loss) $ (29,835 ) $ (3,800 ) $ (33,635 ) $ (18,576 ) $ (3,200 ) $ (21,776 ) Common stock outstanding 19,578 19,578 22,035 22,035 Common stock issued in Merger 250,000,000 250,000,000 245,000,000 245,000,000 Common stock issued in exchange for liabilities and debts 34,500,000 34,500,000 – Total common shares outstanding 284,519,578 245,022,035 Net income (loss) per common share $ – $ – 1) Includes 50,000,000 shares due to LionsGate Funding that were unissued at the time of the merger and as of year-end. The condensed consolidated pro forma financial position as of the date of merger is as follows: Schedule of Pro Forma Balance Sheets As of December 4, 2019 As of December 31, 2018 Nunzia Cal-Biotech Adjustments Pro Forma Nunzia Cal-Biotech Adjustments Pro Forma ASSETS Total assets $ – $ – $ – $ – $ – $ – $ – $ – LIABILITIES AND STOCKHOLDERS' DEFICIT Accounts payable and accrued liabilities $ 68,447 $ $ $ 68,447 $ 62,490 $ $ $ 62,490 Related party advances 228,427 – – 228,427 208,477 – – 208,477 Related party promissory note 23,000 – – 23,000 23,000 – – 23,000 Total current liabilities 319,874 – – 319,874 293,967 – – 293,967 Total liabilities 319,874 – – 319,874 293,967 – – 293,967 Commitments and contingencies Stockholders' equity (deficit) Common stock; Class A, $0.001 par value 20 245,000 (45,000 ) 200,020 22 245,000 (45,000 ) 200,022 Common stock; Class B, $0.001 par value 51 – – 51 51 – – 51 Common stock payable – – 50,000 50,000 – – 50,000 50,000 Additional paid-in capital 5,962 (238,000 ) (5,000 ) (237,038 ) 3,157 (241,800 ) (5,000 ) (243,643 ) Retained deficit (325,907 ) (7,000 ) – (332,907 ) (297,197 ) (3,200 ) – (300,397 ) Total stockholders' deficit (319,874 ) – – (319,874 ) (293,967 ) – – (293,967 ) Total liabilities and stockholders' deficit $ – $ – $ – $ – $ – $ – $ – $ – ________________ 1) reduced to reflect 200 million shares issued and allocate 50 million shares as payable. 2) represents the difference of 5 million additional shares issued in the merger that were in excess of outstanding shares of Cal-Biotech. |
NOTE 8 _ Commitments and Contin
NOTE 8 – Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 8 – Commitments and Contingencies | NOTE 8 – Commitments and Contingencies COVID-19 In December 2019, an outbreak of the COVID-19 virus was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the COVID-19 virus a global pandemic and on March 13, 2020, President Donald J. Trump declared the virus a national emergency in the United States. This highly contagious disease has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces and suppliers, disrupting economies and financial markets, and potentially leading to a world-wide economic downturn. It has caused a disruption of the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. The pandemic may adversely affect our operations, our employees and our employee productivity. It may also impact the ability of our subcontractors, partners, and suppliers to operate and fulfill their contractual obligations, and result in an increase in costs, delays or disruptions in performance. Our employees are working remotely and using various technologies to perform their functions. In reaction to the spread of COVID-19 in the United States, many businesses have instituted social distancing policies, including the closure of offices and worksites and deferring planned business activity. The disruption and volatility in the global and domestic capital markets may increase the cost of capital and limit our ability to access capital. Both the health and economic aspects of the COVID-19 virus are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, we may experience a material adverse effect on our business operations, revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change. |
NOTE 9 _ Subsequent Events
NOTE 9 – Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
NOTE 9 – Subsequent Events | NOTE 9 – Subsequent Events Management has reviewed material events subsequent of the period ended December 31, 2020 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. On April 12, 2021, the Company and Global WholeHealth Partners Corp. (“ Global MSMA On April 26, 2021, the Company issued 17,750,000 of the MCA Shares. On June 7, 2021, 9,000,000 shares of MCA Class A common stock originally issued in error on August 16, 2020, were returned to the Company. On July 8, 2021, the Company issued 3,000,000 shares to Michael Mitsunaga, our President, pursuant to an exclusive licensing agreement Dated December 21, 2020 for use of an IV blood warming system. |
NOTE 2 _ Summary of Significa_2
NOTE 2 – Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements presented are those of the Company and its wholly owned subsidiaries, A1 Mining; NIAI Insurance Administrators, Inc. of California; Viking Capital Financial Services, Inc. of Texas; Viking Insurance Services, Inc. of Texas; Viking Systems, Inc. of Texas; Viking Administrators, Inc. of Texas; Viking Capital Ventures, Inc. of Texas; and 60% of Brentwood Re, Ltd. of the Island of Nevis. All subsidiaries have had their charters suspended or revoked and have been inactive for several years. |
Accounting estimates | Accounting estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. During the periods covered by this report, the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation. ASC 718 requires all stock-based payments to directors, employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their fair values. If a stock-based award contains performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The Company had no potentially dilutive securities as of December 31, 2020 and 2019. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The adoption of ASU 2019-12 is not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. |
Recent Adopted Accounting Pronouncements | Recent Adopted Accounting Pronouncements The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements. |
NOTE 3 _ Restatement (Tables)
NOTE 3 – Restatement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Note 3 Restatement | |
Schedule of Balance Sheets | Schedule of Balance Sheets CONSOLIDATED BALANCE SHEETS As Reported Restatement Adjustments December 31, December 31, ASSETS Current Assets Cash $ – $ – $ – Prepaid expenses – – – Total current assets – – – Investment in related party – – – Total assets $ – $ – $ – LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable and accrued liabilities $ 25,868 $ – $ 25,868 Related party advances 10,536 – 10,536 Total current liabilities 36,404 – 36,404 Commitments and contingencies Notes Payable – 23,000 23,000 Total Liabilities 36,404 – 59,404 Stockholders' deficit See insert below 244,370 – 244,370 Common stock; Class B, $0.001 par value, 100,000 shares authorized, 51,000 shares issued and outstanding at December 31, 2020 and 2019 51 – 51 Common stock payable 9,040,400 – 9,040,400 Additional paid-in capital 29,134 91,977,000 92,006,134 Retained deficit (9,350,359 ) (92,000,000 ) (101,350,359 ) Total stockholders' deficit (36,404 ) – (59,404 ) Total liabilities and stockholders' deficit $ – $ – $ – |
Schedule of Consolidated Statements of Operations | Schedule of Consolidated Statements of Operations CONSOLIDATED STATEMENTS OF OPERATIONS As Reported Restatement Adjustments December 31, December 31, 2020 Revenue $ – $ – $ – Operating expense General and administrative 16,327 23,000 39,327 Total operating expense 16,327 23,000 39,327 Loss from operations (16,327 ) (23,000 ) (39,327 ) Other income (expense) Financing Costs – (91,977,000 ) (91,977,000 ) Loss on related party transfer of intangible assets (9,000,000 ) – (9,000,000 ) Total other income (expense) (9,000,000 ) (91,977,000 ) (100,977,000 ) Net loss $ (9,016,327 ) $ (92,000,000 ) $ (101,016,327 ) Basic and Diluted Loss per Common Share $ – $ – $ – Weighted average number of common shares outstanding - basic and diluted 284,893,181 – 284,893,181 |
Schedule of Consolidated Statements of Cash Flows | Schedule of Consolidated Statements of Cash Flows CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED) As Reported Restatement Adjustments December 31, December 31, 2020 Cash flows from operating activities Net loss $ (9,016,327 ) $ (92,000,000 ) $ (101,016,327 ) Adjustments to reconcile net loss to net cash flows from operating activities Stock based compensation expense 2,498 – 2,498 Loss on related party transfer of intangible assets 9,000,000 – 9,000,000 Finance Costs – 91,977,000 91,977,000 Changes in operating assets and liabilities: (Increase) decrease in prepaid expenses – – – Increase (decrease) in accounts payable and accrued expenses 4,535 – 4,535 Increase in related party advances 9,294 – 9,294 Net cash flows from operating activities – (23,000 ) (23,000 ) Cash flows from financing activities Proceeds From Convertible Debt – 23,000 23,000 Related party paid-in-capital – – – Net cash flows from financing activities – 23,000 23,000 Change in cash – – – Cash at beginning of period – – – Cash at end of period $ – $ – $ – Supplemental disclosure of cash flow information: Interest paid in cash $ – $ – $ – Income taxes paid in cash $ – $ – $ – Supplemental disclosure of non-cash transactions: Common stock issued as payment for liabilities $ 2,498 $ – $ 2,498 |
NOTE 5 _ Income Taxes (Tables)
NOTE 5 – Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Deferred Tax Assets | Schedule Of Deferred Tax Assets 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 347,861 $ 334,032 Statutory tax rate 21 % 21 % Total deferred tax assets 73,051 70,147 Less: valuation allowance (73,051 ) (70,147 ) Net deferred tax asset $ – $ – |
Schedule Of Reconciliation Of Provision For Income Taxes | Schedule Of Reconciliation Of Provision For Income Taxes 2020 2019 Federal Statutory Rate $ (1,893,429 ) $ (7,063 ) Nondeductible expenses 1,890,525 – Change in allowance on deferred tax assets (2,904 ) (7,063 ) $ – $ – |
NOTE 7 - Merger (Tables)
NOTE 7 - Merger (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Pro Forma Statements of Operations | Schedule of Pro Forma Statements of Operations Year Ended December 31, 2019 Year Ended December 31, 2018 From Inception on February 7, 2018 to December 31, 2018 Nunzia Actual Cal-Biotech Actual Pro Forma Nunzia Actual Cal-Biotech Actual Pro Forma Revenue $ – $ – $ – $ – $ – $ – Expenses Selling, general and administrative 29,835 3,800 33,635 18,576 3,200 21,776 Total expenses 29,835 3,800 33,635 18,576 3,200 21,776 Income (loss) from operations (29,835 ) (3,800 ) (33,635 ) (18,576 ) (3,200 ) (21,776 ) Provision for income taxes – – – – – – Net earnings (loss) $ (29,835 ) $ (3,800 ) $ (33,635 ) $ (18,576 ) $ (3,200 ) $ (21,776 ) Common stock outstanding 19,578 19,578 22,035 22,035 Common stock issued in Merger 250,000,000 250,000,000 245,000,000 245,000,000 Common stock issued in exchange for liabilities and debts 34,500,000 34,500,000 – Total common shares outstanding 284,519,578 245,022,035 Net income (loss) per common share $ – $ – 1) Includes 50,000,000 shares due to LionsGate Funding that were unissued at the time of the merger and as of year-end. |
Schedule of Pro Forma Balance Sheets | Schedule of Pro Forma Balance Sheets As of December 4, 2019 As of December 31, 2018 Nunzia Cal-Biotech Adjustments Pro Forma Nunzia Cal-Biotech Adjustments Pro Forma ASSETS Total assets $ – $ – $ – $ – $ – $ – $ – $ – LIABILITIES AND STOCKHOLDERS' DEFICIT Accounts payable and accrued liabilities $ 68,447 $ $ $ 68,447 $ 62,490 $ $ $ 62,490 Related party advances 228,427 – – 228,427 208,477 – – 208,477 Related party promissory note 23,000 – – 23,000 23,000 – – 23,000 Total current liabilities 319,874 – – 319,874 293,967 – – 293,967 Total liabilities 319,874 – – 319,874 293,967 – – 293,967 Commitments and contingencies Stockholders' equity (deficit) Common stock; Class A, $0.001 par value 20 245,000 (45,000 ) 200,020 22 245,000 (45,000 ) 200,022 Common stock; Class B, $0.001 par value 51 – – 51 51 – – 51 Common stock payable – – 50,000 50,000 – – 50,000 50,000 Additional paid-in capital 5,962 (238,000 ) (5,000 ) (237,038 ) 3,157 (241,800 ) (5,000 ) (243,643 ) Retained deficit (325,907 ) (7,000 ) – (332,907 ) (297,197 ) (3,200 ) – (300,397 ) Total stockholders' deficit (319,874 ) – – (319,874 ) (293,967 ) – – (293,967 ) Total liabilities and stockholders' deficit $ – $ – $ – $ – $ – $ – $ – $ – ________________ 1) reduced to reflect 200 million shares issued and allocate 50 million shares as payable. 2) represents the difference of 5 million additional shares issued in the merger that were in excess of outstanding shares of Cal-Biotech. |
NOTE 1 _ Organization and Goi_2
NOTE 1 – Organization and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Retained deficit | $ (101,350,359) | $ (334,032) |
Merger And Consolidation Agreement | ||
Restructuring Cost and Reserve [Line Items] | ||
Total shares to be issued for merger | 284,500,000 | |
[custom:CommonStockToBeIssued-0] | 31,650,000 | |
Merger And Consolidation Agreement | Lions Gate Funding Group [Member] | Settlement Of Advances From Cal Biotech [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total shares to be issued for merger | 248,270,000 | |
Debt settled for shares | $ 156,657 | |
Merger And Consolidation Agreement | Lions Gate Funding Group [Member] | Settlement Of Debt Non Related Parties [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total shares to be issued for merger | 36,230,000 | |
Debt settled for shares | $ 144,570 |
NOTE 3 - Restatement_ Schedule
NOTE 3 - Restatement: Schedule of Balance Sheets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 0 | $ 0 |
Prepaid expenses | 0 | 0 |
Total current assets | 0 | 0 |
Investment in related party | 0 | 0 |
Total assets | 0 | 0 |
Current liabilities | ||
Accounts payable and accrued liabilities | 25,868 | 21,333 |
Related party advances | 10,536 | 1,242 |
Total current liabilities | 36,404 | 22,575 |
Notes Payable | 23,000 | 0 |
Total Liabilities | 59,404 | 22,575 |
Stockholders' deficit | ||
Additional paid-in capital | 92,006,134 | 26,886 |
Retained deficit | (101,350,359) | (334,032) |
Total stockholders' deficit | (59,404) | (22,575) |
Total liabilities and stockholders' deficit | 0 | $ 0 |
Previously Reported [Member] | ||
Current Assets | ||
Cash | 0 | |
Prepaid expenses | 0 | |
Total current assets | 0 | |
Investment in related party | 0 | |
Total assets | 0 | |
Current liabilities | ||
Accounts payable and accrued liabilities | 25,868 | |
Related party advances | 10,536 | |
Total current liabilities | 36,404 | |
Notes Payable | 0 | |
Total Liabilities | 36,404 | |
Stockholders' deficit | ||
See insert below | 244,370 | |
Common stock; Class B, $0.001 par value, 100,000 shares authorized, 51,000 shares issued and outstanding at December 31, 2020 and 2019 | 51 | |
Common stock payable | 9,040,400 | |
Additional paid-in capital | 29,134 | |
Retained deficit | (9,350,359) | |
Total stockholders' deficit | (36,404) | |
Total liabilities and stockholders' deficit | 0 | |
Revision of Prior Period, Adjustment [Member] | ||
Current Assets | ||
Cash | 0 | |
Prepaid expenses | 0 | |
Total current assets | 0 | |
Investment in related party | 0 | |
Total assets | 0 | |
Current liabilities | ||
Accounts payable and accrued liabilities | 0 | |
Related party advances | 0 | |
Total current liabilities | 0 | |
Notes Payable | 23,000 | |
Total Liabilities | 0 | |
Stockholders' deficit | ||
See insert below | 0 | |
Common stock; Class B, $0.001 par value, 100,000 shares authorized, 51,000 shares issued and outstanding at December 31, 2020 and 2019 | 0 | |
Common stock payable | 0 | |
Additional paid-in capital | 91,977,000 | |
Retained deficit | (92,000,000) | |
Total stockholders' deficit | 0 | |
Total liabilities and stockholders' deficit | 0 | |
As Restated [Member] | ||
Current Assets | ||
Cash | 0 | |
Prepaid expenses | 0 | |
Total current assets | 0 | |
Investment in related party | 0 | |
Total assets | 0 | |
Current liabilities | ||
Accounts payable and accrued liabilities | 25,868 | |
Related party advances | 10,536 | |
Total current liabilities | 36,404 | |
Notes Payable | 23,000 | |
Total Liabilities | 59,404 | |
Stockholders' deficit | ||
See insert below | 244,370 | |
Common stock; Class B, $0.001 par value, 100,000 shares authorized, 51,000 shares issued and outstanding at December 31, 2020 and 2019 | 51 | |
Common stock payable | 9,040,400 | |
Additional paid-in capital | 92,006,134 | |
Retained deficit | (101,350,359) | |
Total stockholders' deficit | (59,404) | |
Total liabilities and stockholders' deficit | $ 0 |
NOTE 3 - Restatement_ Schedul_2
NOTE 3 - Restatement: Schedule of Consolidated Statements of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 0 | $ 0 |
Operating expense | ||
General and administrative | 39,327 | 33,635 |
Total operating expense | 39,327 | 33,635 |
Loss from operations | (39,327) | (33,635) |
Other income (expense) | ||
Financing Costs | 91,977,000 | 0 |
Loss on related party transfer of intangible assets | 9,000,000 | 0 |
Total other income (expense) | 100,977,000 | 0 |
Net loss | $ (101,016,327) | $ (33,635) |
Basic and Diluted Loss per Common Share | $ (0.35) | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 284,893,181 | 252,528,960 |
Previously Reported [Member] | ||
Revenue | $ 0 | |
Operating expense | ||
General and administrative | 16,327 | |
Total operating expense | 16,327 | |
Loss from operations | (16,327) | |
Other income (expense) | ||
Financing Costs | 0 | |
Loss on related party transfer of intangible assets | (9,000,000) | |
Total other income (expense) | (9,000,000) | |
Net loss | $ (9,016,327) | |
Basic and Diluted Loss per Common Share | $ 0 | |
Weighted average number of common shares outstanding - basic and diluted | 284,893,181 | |
Revision of Prior Period, Adjustment [Member] | ||
Revenue | $ 0 | |
Operating expense | ||
General and administrative | 23,000 | |
Total operating expense | 23,000 | |
Loss from operations | (23,000) | |
Other income (expense) | ||
Financing Costs | (91,977,000) | |
Loss on related party transfer of intangible assets | 0 | |
Total other income (expense) | (91,977,000) | |
Net loss | $ (92,000,000) | |
Basic and Diluted Loss per Common Share | $ 0 | |
Weighted average number of common shares outstanding - basic and diluted | 0 | |
As Restated [Member] | ||
Revenue | $ 0 | |
Operating expense | ||
General and administrative | 39,327 | |
Total operating expense | 39,327 | |
Loss from operations | (39,327) | |
Other income (expense) | ||
Financing Costs | (91,977,000) | |
Loss on related party transfer of intangible assets | (9,000,000) | |
Total other income (expense) | (100,977,000) | |
Net loss | $ (101,016,327) | |
Basic and Diluted Loss per Common Share | $ 0 | |
Weighted average number of common shares outstanding - basic and diluted | 284,893,181 |
NOTE 3 - Restatement_ Schedul_3
NOTE 3 - Restatement: Schedule of Consolidated Statements of Cash Flows (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (101,016,327) | $ (33,635) |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Stock based compensation expense | 2,498 | 0 |
Loss on related party transfer of intangible assets | 9,000,000 | 0 |
Finance Costs | 91,977,000 | 0 |
Changes in operating assets and liabilities: | ||
Increase (decrease) in accounts payable and accrued expenses | 4,535 | 8,643 |
Increase in related party advances | (9,294) | (21,192) |
Net cash flows from operating activities | (23,000) | (3,800) |
Cash flows from financing activities | ||
Proceeds From Convertible Debt | 23,000 | 0 |
Related party paid-in-capital | 0 | 3,800 |
Net cash flows from financing activities | 23,000 | 3,800 |
Change in cash | 0 | 0 |
Cash at beginning of period | 0 | 0 |
Cash at end of period | 0 | 0 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 0 | 0 |
Income taxes paid in cash | 0 | 0 |
Supplemental disclosure of non-cash transactions: | ||
Common stock issued as payment for liabilities | 2,498 | 0 |
Previously Reported [Member] | ||
Cash flows from operating activities | ||
Net loss | (9,016,327) | |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Stock based compensation expense | 2,498 | |
Loss on related party transfer of intangible assets | 9,000,000 | |
Finance Costs | 0 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses | 0 | |
Increase (decrease) in accounts payable and accrued expenses | 4,535 | |
Increase in related party advances | 9,294 | |
Net cash flows from operating activities | 0 | |
Cash flows from financing activities | ||
Proceeds From Convertible Debt | 0 | |
Related party paid-in-capital | 0 | |
Net cash flows from financing activities | 0 | |
Change in cash | 0 | |
Cash at beginning of period | 0 | |
Cash at end of period | 0 | 0 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 0 | |
Income taxes paid in cash | 0 | |
Supplemental disclosure of non-cash transactions: | ||
Common stock issued as payment for liabilities | 2,498 | |
Revision of Prior Period, Adjustment [Member] | ||
Cash flows from operating activities | ||
Net loss | (92,000,000) | |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Stock based compensation expense | 0 | |
Loss on related party transfer of intangible assets | 0 | |
Finance Costs | 91,977,000 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses | 0 | |
Increase (decrease) in accounts payable and accrued expenses | 0 | |
Increase in related party advances | 0 | |
Net cash flows from operating activities | (23,000) | |
Cash flows from financing activities | ||
Proceeds From Convertible Debt | 23,000 | |
Related party paid-in-capital | 0 | |
Net cash flows from financing activities | 23,000 | |
Change in cash | 0 | |
Cash at beginning of period | 0 | |
Cash at end of period | 0 | 0 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 0 | |
Income taxes paid in cash | 0 | |
Supplemental disclosure of non-cash transactions: | ||
Common stock issued as payment for liabilities | 0 | |
As Restated [Member] | ||
Cash flows from operating activities | ||
Net loss | (101,016,327) | |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Stock based compensation expense | 2,498 | |
Loss on related party transfer of intangible assets | 9,000,000 | |
Finance Costs | 91,977,000 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses | 0 | |
Increase (decrease) in accounts payable and accrued expenses | 4,535 | |
Increase in related party advances | 9,294 | |
Net cash flows from operating activities | (23,000) | |
Cash flows from financing activities | ||
Proceeds From Convertible Debt | 23,000 | |
Related party paid-in-capital | 0 | |
Net cash flows from financing activities | 23,000 | |
Change in cash | 0 | |
Cash at beginning of period | 0 | |
Cash at end of period | 0 | $ 0 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 0 | |
Income taxes paid in cash | 0 | |
Supplemental disclosure of non-cash transactions: | ||
Common stock issued as payment for liabilities | $ 2,498 |
NOTE 4 _ Preferred and Common_2
NOTE 4 – Preferred and Common Stock (Details Narrative) - USD ($) | Jan. 15, 2020 | Dec. 04, 2019 | Aug. 16, 2020 | Dec. 31, 2020 | Dec. 21, 2022 | Jun. 07, 2021 | Dec. 31, 2019 | Dec. 05, 2019 | Apr. 23, 2019 |
Class of Stock [Line Items] | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1 | ||||||||
Preferred Stock, Shares Authorized | 50,000,000 | ||||||||
Preferred Stock, Shares Issued | 0 | ||||||||
Preferred Stock, Shares Outstanding | 0 | ||||||||
Loss on related party transfer of intangible assets | $ 9,000,000 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stockholders Equity Reverse Stock Split | 1-for-7,000 | ||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 126,859,077 | ||||||||
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares | 19,578 | ||||||||
Merger And Consolidation Agreement | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, Other | 9,600,000 | ||||||||
Merger And Consolidation Agreement | Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares Returned | 9,000,000 | ||||||||
License Agreement With Michael Mitsunaga | |||||||||
Class of Stock [Line Items] | |||||||||
[custom:StockToBeIssuedSharesPurchaseOfAssets] | 3,000,000 | ||||||||
[custom:StockToBeIssuedSharesPurchaseOfAssetsValue] | $ 9,000,000 | ||||||||
Merger And Consolidation Agreement | |||||||||
Class of Stock [Line Items] | |||||||||
[custom:CommonStockToBeIssued-0] | 31,650,000 | ||||||||
Stock Issued During Period, Shares, Acquisitions | 284,500,000 | ||||||||
Merger And Consolidation Agreement | Settlement Of Advances From Cal Biotech [Member] | Lions Gate Funding Group [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 248,270,000 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 156,657 | ||||||||
Majority Owner Of Cal Biotech | |||||||||
Class of Stock [Line Items] | |||||||||
Shares Unissued | 40,400,000 | ||||||||
Common Class B [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common Stock, Shares, Outstanding | 51,000 | 51,000 | |||||||
Common Stock, Shares, Outstanding | 51,000 | 51,000 | |||||||
Common Stock, Shares Authorized | 100,000 | 100,000 | |||||||
Common Class B [Member] | Majority Owner Of Cal Biotech | Merger And Consolidation Agreement | Director [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares Transferred | 51,000 | ||||||||
Common Class A [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common Stock, Shares, Outstanding | 244,369,578 | 234,519,578 | |||||||
Common Stock, Shares, Outstanding | 244,369,578 | 234,519,578 | |||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | |||||||
Shares Returned | 2,457 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 250,000 | ||||||||
Accounts Payable | $ 2,498 |
NOTE 4 - Income Taxes_ Schedule
NOTE 4 - Income Taxes: Schedule Of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 347,861 | $ 334,032 |
Statutory tax rate | 21.00% | 21.00% |
Total deferred tax assets | $ 73,051 | $ 70,147 |
Less: valuation allowance | (73,051) | (70,147) |
Net deferred tax asset | $ 0 | $ 0 |
NOTE 4 - Income Taxes_ Schedu_2
NOTE 4 - Income Taxes: Schedule Of Reconcilation Of Provision For Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal Statutory Rate | $ (1,893,429) | $ (7,063) |
Nondeductible expenses | 1,890,525 | 0 |
Change in allowance on deferred tax assets | (2,904) | (7,063) |
Total | $ 0 | $ 0 |
NOTE 5 _ Income Taxes (Details
NOTE 5 – Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Valuation Allowance | $ 2,904 | $ 7,063 |
Deferred Tax Assets, Operating Loss Carryforwards | $ 348,000 |
NOTE 6 _ Transactions with Re_2
NOTE 6 – Transactions with Related Persons (Details Narrative) - USD ($) | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 21, 2022 | |
Related Party Transaction [Line Items] | |||
Loss on related party transfer of intangible assets | $ 9,000,000 | ||
Merger And Consolidation Agreement | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions | 284,500,000 | ||
[custom:CommonStockToBeIssued-0] | 31,650,000 | ||
Merger And Consolidation Agreement | Lions Gate Funding Group [Member] | Settlement Of Advances From Cal Biotech [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions | 248,270,000 | ||
Debt Conversion, Converted Instrument, Amount | $ 156,657 | ||
Merger And Consolidation Agreement | Lions Gate Funding Group [Member] | Settlement Of Debt Non Related Parties [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions | 36,230,000 | ||
Debt Conversion, Converted Instrument, Amount | $ 144,570 | ||
License Agreement With Michael Mitsunaga | |||
Related Party Transaction [Line Items] | |||
[custom:StockToBeIssuedSharesPurchaseOfAssets] | 3,000,000 | ||
[custom:StockToBeIssuedSharesPurchaseOfAssetsValue] | $ 9,000,000 | ||
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Advances From Related Party | 4,294 | $ 0 | |
Principal Owner [Member] | Majority Owner Of Cal Biotech | |||
Related Party Transaction [Line Items] | |||
Advances From Related Party | $ 5,000 | $ 21,192 |
NOTE 7 - Merger_ Schedule of Pr
NOTE 7 - Merger: Schedule of Pro Forma Statements of Opeartion (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 0 | $ 0 | ||
Expenses | ||||
Income (loss) from operations | (39,327) | (33,635) | ||
Provision for income taxes | 0 | 0 | ||
Net earnings (loss) | $ (101,016,327) | $ (33,635) | ||
Net income (loss) per common share | $ (0.35) | $ 0 | ||
Nunzia Actual [Member] | ||||
Revenue | $ 0 | $ 0 | ||
Expenses | ||||
Selling, general and administrative | 29,835 | 18,576 | ||
Total expenses | 29,835 | 18,576 | ||
Income (loss) from operations | (29,835) | (18,576) | ||
Provision for income taxes | 0 | 0 | ||
Net earnings (loss) | $ (29,835) | $ (18,576) | ||
Common stock outstanding | 19,578 | 22,035 | ||
Cal Biotech Actual [Member] | ||||
Revenue | $ 0 | $ 0 | ||
Expenses | ||||
Selling, general and administrative | 3,200 | 3,800 | ||
Total expenses | 3,200 | 3,800 | ||
Income (loss) from operations | (3,200) | (3,800) | ||
Provision for income taxes | 0 | 0 | ||
Net earnings (loss) | $ (3,200) | $ (3,800) | ||
Common stock issued in Merger | 245,000,000 | 250,000,000 | ||
Common stock issued in exchange for liabilities and debts | 34,500,000 | |||
Pro Forma [Member] | ||||
Revenue | $ 0 | $ 0 | ||
Expenses | ||||
Selling, general and administrative | 21,776 | 33,635 | ||
Total expenses | 21,776 | 33,635 | ||
Income (loss) from operations | (21,776) | (33,635) | ||
Provision for income taxes | 0 | 0 | ||
Net earnings (loss) | $ (21,776) | $ (33,635) | ||
Common stock outstanding | 22,035 | 19,578 | ||
Common stock issued in Merger | 245,000,000 | 250,000,000 | ||
Common stock issued in exchange for liabilities and debts | 0 | 34,500,000 | ||
Total common shares outstanding | 245,022,035 | 284,519,578 | ||
Net income (loss) per common share | $ 0 | $ 0 |
NOTE 7 - Merger_ Schedule of _2
NOTE 7 - Merger: Schedule of Pro Forma Balance Sheets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 04, 2019 | Dec. 31, 2018 |
ASSETS | ||||
Total assets | $ 0 | $ 0 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
Total liabilities | 59,404 | 22,575 | ||
Stockholders' equity (deficit) | ||||
Additional paid-in capital | 92,006,134 | 26,886 | ||
Retained deficit | (101,350,359) | (334,032) | ||
Total stockholders' deficit | (59,404) | (22,575) | ||
Total liabilities and stockholders' deficit | 0 | 0 | ||
Common Class A [Member] | ||||
Stockholders' equity (deficit) | ||||
Common Stock, Value, Issued | 244,370 | 234,520 | ||
Common Class B [Member] | ||||
Stockholders' equity (deficit) | ||||
Common Stock, Value, Issued | $ 51 | $ 51 | ||
Nunzia Actual [Member] | ||||
ASSETS | ||||
Total assets | $ 0 | $ 0 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
Accounts payable and accrued liabilities | 68,447 | 62,490 | ||
Related party advances | 228,427 | 208,477 | ||
Related party promissory note | 23,000 | 23,000 | ||
Total current liabilities | 319,874 | 293,967 | ||
Total liabilities | 319,874 | 293,967 | ||
Stockholders' equity (deficit) | ||||
Common stock payable | 0 | 0 | ||
Additional paid-in capital | 5,962 | 3,157 | ||
Retained deficit | (325,907) | (297,197) | ||
Total stockholders' deficit | (319,874) | (293,967) | ||
Total liabilities and stockholders' deficit | 0 | 0 | ||
Nunzia Actual [Member] | Common Class A [Member] | ||||
Stockholders' equity (deficit) | ||||
Common Stock, Value, Issued | 20 | 22 | ||
Nunzia Actual [Member] | Common Class B [Member] | ||||
Stockholders' equity (deficit) | ||||
Common Stock, Value, Issued | 51 | 51 | ||
Cal Biotech Actual [Member] | ||||
ASSETS | ||||
Total assets | 0 | 0 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
Related party advances | 0 | 0 | ||
Related party promissory note | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Stockholders' equity (deficit) | ||||
Common stock payable | 0 | 0 | ||
Additional paid-in capital | (238,000) | (241,800) | ||
Retained deficit | (7,000) | (3,200) | ||
Total stockholders' deficit | 0 | 0 | ||
Total liabilities and stockholders' deficit | 0 | 0 | ||
Cal Biotech Actual [Member] | Common Class A [Member] | ||||
Stockholders' equity (deficit) | ||||
Common Stock, Value, Issued | 245,000 | 245,000 | ||
Cal Biotech Actual [Member] | Common Class B [Member] | ||||
Stockholders' equity (deficit) | ||||
Common Stock, Value, Issued | 0 | 0 | ||
Scenario, Adjustment [Member] | ||||
ASSETS | ||||
Total assets | 0 | 0 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
Related party advances | 0 | 0 | ||
Related party promissory note | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Stockholders' equity (deficit) | ||||
Common stock payable | 50,000 | 50,000 | ||
Additional paid-in capital | (5,000) | (5,000) | ||
Retained deficit | 0 | 0 | ||
Total stockholders' deficit | 0 | 0 | ||
Total liabilities and stockholders' deficit | 0 | 0 | ||
Scenario, Adjustment [Member] | Common Class A [Member] | ||||
Stockholders' equity (deficit) | ||||
Common Stock, Value, Issued | (45,000) | (45,000) | ||
Scenario, Adjustment [Member] | Common Class B [Member] | ||||
Stockholders' equity (deficit) | ||||
Common Stock, Value, Issued | 0 | 0 | ||
Pro Forma [Member] | ||||
ASSETS | ||||
Total assets | 0 | 0 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
Accounts payable and accrued liabilities | 68,447 | 62,490 | ||
Related party advances | 228,427 | 208,477 | ||
Related party promissory note | 23,000 | 23,000 | ||
Total current liabilities | 319,874 | 293,967 | ||
Total liabilities | 319,874 | 293,967 | ||
Stockholders' equity (deficit) | ||||
Common stock payable | 50,000 | 50,000 | ||
Additional paid-in capital | (237,038) | (243,643) | ||
Retained deficit | (332,907) | (300,397) | ||
Total stockholders' deficit | (319,874) | (293,967) | ||
Total liabilities and stockholders' deficit | 0 | 0 | ||
Pro Forma [Member] | Common Class A [Member] | ||||
Stockholders' equity (deficit) | ||||
Common Stock, Value, Issued | 200,020 | 200,022 | ||
Pro Forma [Member] | Common Class B [Member] | ||||
Stockholders' equity (deficit) | ||||
Common Stock, Value, Issued | $ 51 | $ 51 |
NOTE 7 - Merger (Details Narrat
NOTE 7 - Merger (Details Narrative) - Merger And Consolidation Agreement | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Business Acquisition [Line Items] | |
Stock Issued During Period, Shares, Acquisitions | 284,500,000 |
Lions Gate Funding Group [Member] | Settlement Of Advances From Cal Biotech [Member] | |
Business Acquisition [Line Items] | |
Stock Issued During Period, Shares, Acquisitions | 248,270,000 |
Debt Conversion, Converted Instrument, Amount | $ | $ 156,657 |
Lions Gate Funding Group [Member] | Settlement Of Debt Non Related Parties [Member] | |
Business Acquisition [Line Items] | |
Stock Issued During Period, Shares, Acquisitions | 36,230,000 |
Debt Conversion, Converted Instrument, Amount | $ | $ 144,570 |